Terms of Service & Commercial Conditions of Use
Important Notice: U.S. Commercial Eligibility & Mandatory Arbitration
1. Strictly for United States (U.S.) Companies: All offers, corporate data licensing evaluations, eligibility assessments, executive webinars, and referral partner / Capital Scout programs described on zoomreferral.com are strictly limited to business entities formed and operating in the United States and their authorized representatives who are U.S. residents at least 18 years of age. International or non-U.S. companies do not qualify.
2. Binding Arbitration & Class Action Waiver: Section 8 of these Terms contains a mandatory binding individual arbitration provision and a waiver of class actions and jury trials. By accessing or using this Site, you agree to these Terms on behalf of yourself and the U.S. business entity you represent.
1. Acceptance of Terms & U.S. Commercial Eligibility
These Terms of Service & Commercial Conditions of Use (“Terms”) constitute a legally binding commercial agreement between you (both individually and on behalf of the corporation, limited liability company, partnership, or business entity you represent, collectively “you” or “Company”) and ZoomReferral (“ZoomReferral,” “we,” “us,” or “our”) governing your access to and use of https://zoomreferral.com and all associated pages, webinars, questionnaires, and communications (collectively, the “Site”).
Strict U.S. Business & Residency Requirement: By accessing the Site, completing the 7-question eligibility assessment, registering for a webinar, or participating in our partner referral network, you represent and warrant that:
- You are at least eighteen (18) years of age, a legal resident of the United States, and acting strictly in a business-to-business (B2B) commercial capacity (never as a consumer for personal, family, or household purposes);
- Any business entity you submit for a corporate data licensing evaluation is a corporation, limited liability company (LLC), partnership, nonprofit, or commercial enterprise validly formed and operating under the laws of the United States or one of its fifty (50) states or the District of Columbia; and
- You possess the corporate, executive, administrative, or advisory authority to submit preliminary qualification inquiries on behalf of such U.S. business.
2. Nature of Services & Independent Origination Role
Independent B2B Origination & Educational Portal: ZoomReferral operates exclusively as an independent B2B educational briefing portal, preliminary software-archive eligibility pre-screener, and commercial referral originator.
ZoomReferral Is Not the Principal Data Buyer: ZoomReferral is not the principal buyer of operational business data, does not upload or take custody of your company's software archives, and does not directly issue written dollar offers, execute Data License Agreements, or wire licensing payouts. Instead, ZoomReferral connects qualified U.S. businesses and commercial referral scouts with our principal U.S. AI data-buyer partner (an institutional data lab that acts as the principal counterparty on every transaction).
Direct Counterparty Contracting: If your U.S. business meets our preliminary eligibility criteria and elects to proceed to the principal buyer's intake portal, all subsequent steps—including the 5-minute system intake, the Mutual Non-Disclosure Agreement (NDA), the small sample density review, the written dollar offer (typically delivered within 1 to 2 weeks), the Data License Agreement, the independent third-party PII scrubbing process, and the wire payout—are entered into and executed directly between your Company and the principal data buyer. ZoomReferral is not a party to, and assumes no liability for, any NDA, Data License Agreement, or Broker Referral Agreement executed between you and the principal buyer.
3. Eligibility Pre-Screening & No Guarantee of Offer or Valuation
Preliminary Pre-Qualification Only: Our 7-question “See If You Qualify” assessment and webinar briefings are designed to help U.S. business owners and executives quickly determine whether their software history aligns with current institutional buying criteria (such as multi-year history across qualifying software categories, >70% English records, and U.S. corporate authority). Receiving a Qualified result on zoomreferral.com indicates only that your company meets preliminary screening thresholds to submit an intake profile; it is not a binding purchase commitment, term sheet, or guarantee that the principal buyer will extend a cash offer.
Illustrative Payout Ranges & Historical Tombstones: References on the Site and in our webinars to the $100,000 to $2,000,000+ payout range, the four published closed deal tombstones ($450,000 Roofing Company, $300,000 General Contractor, $275,000 Solar Company, and $110,000 Global Marketing Agency), the $640,000 multi-system sample offer card, the $10,000,000 enterprise precedent, and unit valuation metrics (such as per-message, per-record, per-GB, or per-hour benchmarks) reflect historical closed transactions or illustrative valuation models of the principal buyer. Actual written offers depend entirely on the principal buyer's underwriting review of a company's specific record volume, token density, system continuity, industry demand, and license scope.
4. Referral Partner & Capital Scout Program Rules
If you access zoomreferral.com/partners (or our Capital Scout webinars) and register as a Referral Partner, M&A Broker, Fractional CFO, MSP Partner, or Capital Scout, you acknowledge and agree to the following commercial rules:
- Governed by Official Broker Referral Agreement: Participation in the referral commission program (including the 6% direct commission on gross value actually collected by the principal buyer on a closed deal with a directly referred U.S. business, and the 1% sub-broker override on deals closed by brokers you introduce) requires creating an account on the principal buyer's partner portal and executing their official Broker Referral Agreement.
- U.S. Tax Documentation (IRS Form W-9 Required): All referral commissions are paid within 30 days after the principal buyer collects cleared funds on a closed transaction, strictly contingent upon having a valid U.S. IRS Form W-9 on file.
- 90-Day First-to-Register Protection: Referral attribution is governed by a strict first-to-register rule for U.S. businesses not already in the principal buyer's active pipeline, protecting registered introductions for ninety (90) days from submission.
- Strict Compliance Prohibitions: As an independent referral partner/scout, you are an independent contractor and may not: (a) claim to be an employee, officer, or agent with authority to bind the principal buyer or ZoomReferral; (b) negotiate contract terms on behalf of the buyer; (c) quote or guarantee specific dollar offer amounts or closing timelines to any prospective seller; (d) make any representation outside official published materials; or (e) send unsolicited bulk spam or deceptive communications referencing ZoomReferral or the principal buyer.
- Commercial Data Licensing (Non-Securities Scope): Referrals for operational data licensing involve commercial software record licensing agreements—not the offer, sale, or brokerage of securities, equity, or debt instruments.
5. Intellectual Property Rights & Acceptable Use
All content on the Site—including our executive briefing videos (VSLs), voiceovers, synchronized transcripts, slide presentations, page designs, text, graphics, logos (including the ZoomReferral mark and Razor-Z emblem), and software code—is owned by or licensed to ZoomReferral and protected by U.S. copyright, trademark, and trade secret laws.
Prohibited Conduct: You agree not to: (a) copy, rip, download, redistribute, or publicly re-host our webinar videos, audio tracks, or slide decks; (b) use automated scrapers, bots, spiders, or headless browsers to extract content or submit automated form entries; (c) submit false, fictitious, or unauthorized third-party contact information; or (d) interfere with the security or availability of our Cloudflare edge endpoints or D1 databases.
6. No Professional Advice & Disclaimer of Warranties
No Legal, Tax, Accounting, or Financial Advice: Nothing on the Site or in our webinars constitutes legal, tax, accounting, GAAP auditing, investment, or securities advice. You should consult your own corporate legal counsel, CPA, or tax advisor regarding the tax treatment and contractual terms of any commercial data licensing agreement.
THE SITE, ALL WEBINAR BRIEFINGS, PRE-QUALIFICATION ASSESSMENTS, AND RELATED MATERIALS ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR GUARANTEED VALUATION OUTCOMES.
7. Limitation of Liability & Commercial Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE U.S. LAW, IN NO EVENT SHALL ZOOMREFERRAL, ITS OPERATORS, AFFILIATES, OFFICERS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, DEAL FLOW, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR ANY THIRD-PARTY COUNTERPARTY TRANSACTION. ZOOMREFERRAL'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
Commercial Indemnification: You agree to defend, indemnify, and hold harmless ZoomReferral and its operators and affiliates from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of: (a) your breach of these Terms; (b) any unauthorized representation made by you as a referral partner/scout; or (c) your violation of any applicable federal or state law or third-party right.
8. Mandatory Binding Individual Arbitration & Class Action Waiver
Informal Resolution First: Before initiating any formal proceeding, you agree to send a written Notice of Dispute to [email protected] describing the nature of the claim and requested relief, and allow thirty (30) days for good-faith informal resolution.
Binding Individual Arbitration: If a dispute is not resolved informally within thirty (30) days, any controversy or claim arising out of or relating to these Terms, the Site, or our commercial relationship shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, conducted in English under the Federal Arbitration Act (9 U.S.C. § 1 et seq.), with venue in the State of Texas (or conducted remotely via videoconference upon mutual agreement).
CLASS ACTION & JURY TRIAL WAIVER: YOU AND ZOOMREFERRAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL COMMERCIAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. BOTH PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
9. Governing Law, Venue, Severability & Contact Information
Governing Law & Exclusive Texas Venue: These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas and applicable federal laws of the United States, without regard to conflict-of-law principles. To the extent any court proceeding is permitted in aid of arbitration or to enforce an arbitral award, exclusive jurisdiction and venue shall lie in the state and federal courts located in Texas.
Severability & Entire Agreement: If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. These Terms, together with our Privacy Policy, Earnings & FTC Disclosures, and Cookie Policy, constitute the entire agreement between you and ZoomReferral regarding your use of the Site.